BORDERS GROUP, INC.
NOMINATING AND CORPORATE GOVERNANCE
COMMITTEE CHARTER

 

Nominating and Corporate Governance Committe Charter Quicklinks

Composition and Term of Office

Purpose

Responsibilities

Search Firms

Meeting Times

 

Composition and Term of Office

The Board of Directors shall designate annually three or more of its independent members to constitute members of the Nominating and Corporate Governance Committee. The Board shall designate the Chairperson of the Committee.

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Purpose

The purposes of the Committee shall be to: (i) identify qualified individuals to serve as Directors of the Company consistent with the criteria described below, (ii) recommend to the Board a slate of directors for election or reelection as Directors by the shareholders at the annual meeting, as well as candidates to fill any vacancies that may occur on the Board from time to time; (iii) make recommendations to the Board regarding Corporate Governance Guidelines, the Business Conduct Policy and the Code of Ethics of the Company; (iv) oversee the evaluation of the Board and management; and (v) fulfill the other responsibilities described below, as well as such additional responsibilities as may be delegated to the Committee from time to time by the Board.

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Responsibilities

The Committee shall have the power and duty to:

         nominees to fill vacancies on the Board as they occur; and

         prior to each annual meeting of shareholders, a slate of nominees for election or reelection as Directors by the shareholders at the annual meeting.

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Search Firms

The Committee shall have the sole authority to retain and terminate any search firm to be used to identify director candidates, including the sole authority to approve the search firm's fees and other retention terms.

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Meeting Times

The Committee shall meet at least twice per year, with one meeting to be prior to the Annual Meeting of Shareholders.